11 Eligible Institutions Transferable Assets Transfer method Refinancing/Funding Transfer Value Purchaser Conditions Consideration for Guarantee Management Ownership-/ Extended Liability Procedure SPECIAL PURPOSE VEHICLE MODEL Credit institutions, holding companies with registered seat in Germany as of December 31, 2008 and their domestic and foreign subsidiaries Structured securities acquired prior to or on December 31, 2008 and hedging transactions associated therewith Asset Deal Special purpose vehicle issues non-tradeable bonds to assigning company SoFFin provides guarantee for bonds Bonds are eligible for repo by ECB 90 percent of book value as of June 30, 2008, or 90 percent of book value as of March 31, 2009, or Actual economical value (current market value for illiquid markets after examination by expert and confirmation through BaFin) Book value as of March 31, 2009 constitutes the maximum amount in any case Book values will be confirmed by auditor Special purpose vehicle Must already be established at the time of the application Disclosure of all risks inherent in the assigned positions Stress tests Sustainable business model Adequate capital resources of the eligible institution Conditions pursuant to the regulation of the Financial Market Stabilization: Sustainable business policy Sufficient credit supply to small and medium-sized businesses Examination of compensation system Compensation cap for board members and managers Customary remuneration: Risk-related percentage of maximum amount of guarantee Margin Compensation amount to be paid to special purpose vehicle Eligible Institution or (upon SoFFin s request) a third party If carried out by the eligible institution then separately from the management of any other assets FMSA s authority to give direction In case of corporations, distribution cuts for shareholders for no longer than 20 years For other legal forms as stipulated by SoFFin (terms of guarantee) No statutory limitations Application within six months upon publication of the Act, i.e. by January 22, 2010 the latest AidA-MODEL Credit institutions, holding companies with registered seat in Germany as of December 31, 2008 and their domestic and foreign subsidiaries as well as special purpose vehicles Risk positions acquired prior to or on December 31, 2008 as well as non-strategic business areas Asset Deal Share Deal pursuant to Transformation Act (UmwG) Other, such as guarantee, participation SoFFin may provide guarantees for bonds and other liabilities, which were issued or originated by winding-up agencies for the refinancing or reinsurance of the structured securities assumed by them Equity of transferring company or third party (determined by FMSA) To be determined by FMSA Federal or State winding-up agency Established by FMSA upon request of the eligible institution Disclosure of all risks inherent in the assigned positions Sustainable business model Adequate capital resources of the eligible institution Winding-up timeline Assumption of obligations towards employees as well as pension obligations by the eligible institution Conditions pursuant to the regulation of the Financial Market Stabilization: Sustainable business policy Sufficient credit supply to small and medium-sized businesses Examination of compensation system Compensation cap for board members and managers Distribution caps N.A. Winding-up agencies themselves Outsourcing to third parties etc. may be incorporated in the rules and regulations of the institution Settlement of any losses through shareholders in accordance with share ratio or pursuant to agreement Toward third parties liability as joint and several debtor (exception: Federal State is owner or regarding listed corporations (then primary liability of transferring company)) Subsidiary liability of transferring company for duty to compensate owner Special provision for savings bank associations: limitation of ownership liability to extent of guarantor liability as of June 30, 2008 For listed corporations: prefinanced losses will be compensated for by future distributions to shareholders Application period not expressly limited, however, applications shall be filed by December 31, 2010 (expiry of stabilization measures and dissolution of SoFFin) mayer brown 11

12 About Mayer Brown Mayer Brown is a leading global law firm with offices in major cities across the Americas, Asia and Europe. We have approximately 1,000 lawyers in the Americas, 300 in Asia and 500 in Europe. Our presence in the world s leading markets enables us to offer clients access to local market knowledge combined with global reach. We are noted for our commitment to client service and our ability to assist clients with their most complex and demanding legal and business challenges worldwide. We serve many of the world s largest companies, including a significant proportion of the Fortune 100, FTSE 100, DAX and Hang Seng Index companies and more than half of the world s largest investment banks. We provide legal services in areas such as Supreme Court and appellate; litigation; corporate and securities; finance; real estate; tax; intellectual property; government and global trade; restructuring, bankruptcy and insolvency; and environmental. OFFICE LOCATIONS AMERICAS Charlotte Chicago Houston Los Angeles New York Palo Alto São Paulo Washington ASIA Bangkok Beijing Guangzhou Hanoi Ho Chi Minh City Hong Kong Shanghai EUROPE Berlin Brussels Cologne Frankfurt London Paris ALLIANCE LAW FIRMS Mexico, Jáuregui, Navarrete y Nader Spain, Ramón & Cajal Italy and Eastern Europe, Tonucci & Partners Please visit for comprehensive contact information for all Mayer Brown offices Mayer Brown LL P, Mayer Brown International LL P, and/or JSM. All rights reserved. Mayer Brown LLP is a limited liability partnership established under the laws of the State of Illinois, U.S.A. This Mayer Brown LLP publication provides information and comments on legal issues and developments of interest to our clients and friends. The foregoing is not a comprehensive treatment of the subject matter covered and is not intended to provide legal advice. Readers should seek specific legal advice before taking any action with respect to the matters discussed herein. 0809

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